INDEMNITY AGREEMENTIndemnification Agreement • March 2nd, 2021 • Acamar Partners Acquisition Corp. II • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [__], 2021, by and between Acamar Partners Acquisition Corp. II, a Delaware corporation, (the “Company”), and __________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2021 • Acamar Partners Acquisition Corp. II • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [______], 2021, is made and entered into by and among Acamar Partners Acquisition Corp. II, a Delaware corporation (the “Company”), Acamar Partners Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 2nd, 2021 • Acamar Partners Acquisition Corp. II • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [____], 2021 by and between Acamar Partners Acquisition Corp. II, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
WARRANT AGREEMENT between acamar partners acquisition corp. II and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • March 2nd, 2021 • Acamar Partners Acquisition Corp. II • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [______], 2021, is by and between Acamar Partners Acquisition Corp. II, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Acamar Partners Acquisition Corp. II Miami, Florida 33131Underwriting Agreement • March 2nd, 2021 • Acamar Partners Acquisition Corp. II • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Acamar Partners Acquisition Corp. II, a Delaware corporation (the “Company”), and BofA Securities, Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined b
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 2nd, 2021 • Acamar Partners Acquisition Corp. II • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [_____], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Acamar Partners Acquisition Corp. II, a Delaware corporation (the “Company”), and Acamar Partners Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
ACAMAR PARTNERS ACQUISITION CORP. IISecurities Subscription Agreement • March 2nd, 2021 • Acamar Partners Acquisition Corp. II • New York
This agreement (the “Agreement”) is entered into on February 9, 2021 by and between Acamar Partners Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Acamar Partners Acquisition Corp. II, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 10,062,500 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”) up to 1,312,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Acamar Partners Acquisition Corp. II Miami, Florida 33131Administrative Services Agreement • March 2nd, 2021 • Acamar Partners Acquisition Corp. II • New York
This letter agreement (this “Agreement”) by and among Acamar Partners Acquisition Corp. II (the “Company”) and ENSO Advisory LLC (the “Advisor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
